UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2016
Commission File Number
Novogen Limited
(Translation of registrant’s name into English)
Level 5, 20 George Street, Hornsby, NSW 2077, Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Novogen Limited(Registrant)
Kate Hill
Kate Hill
Interim Company Secretary
Date 31 October 2016
ASX:NRT
NASDAQ:NVGN
Novogen Ltd (Company)
ABN 37 063 259 754
Capital Structure
Ordinary Shares on issue:
450 M
Board of Directors
Mr John O’Connor Chairman Non-Executive Director
Mr Bryce Carmine Deputy Chairman Non-Executive Director
Dr James Garner Chief Executive Officer Managing Director
Mr Ian Phillips MNZM Non-Executive Director
Mr Iain Ross Non-Executive Director
Mr Steven Coffey Non-Executive Director | MARKET RELEASE 31 October 2016
NOVOGEN ACQUIRES PRIVATELY-HELD NEURO-ONCOLOGY COMPANY TO SUPPORT DEVELOPMENT OF GDC-0084 IN GLIOBLASTOMA
• Glioblast Pty Ltd, a privately-held neuro-oncology company based in Sydney, Australia, will be acquired for AU$ 2.1 million and performance-related milestones
• Acquisition provides capabilities, expertise, and relationships that will support the development of GDC-0084 in glioblastoma multiforme
Sydney, 31st October 2016 – Australian oncology-focused biotechnology company, Novogen Ltd (ASX: NRT; NASDAQ: NVGN) today announced that it has fully-acquired Glioblast Pty Ltd, a privately-held, neuro-oncology-focused Australian biotechnology company.
The transaction includes an upfront payment of AU$ 2.1 million, comprising AU$ 600,000 in cash and ordinary fully-paid shares valued at AU$ 1.5 million, with the actual number of shares determined on the basis of the volume-weighted average price of Novogen shares on the ASX in the seven days prior to this announcement.
The shareholders of Glioblast will be eligible for further payments in cash or equity on the achievement of performance-related milestones. The first two of these milestones provide for the issue of ordinary fully-paid shares valued at AU$ 1.25 million respectively on commencement and successful completion of a phase II clinical trial ofGDC-0084, with the actual number of shares determined on the basis of the volume-weighted average price of Novogen shares on the ASX in the seven days prior to satisfaction of the relevant milestone being announced. A further two milestones may trigger payments in cash or equity at Novogen’s sole discretion. Any issue of equity in Novogen will be subject to a minimum six-month escrow period. | |
The addition of Glioblast will add important capabilities and relationships to Novogen, allowing it to more effectively move forward with the GDC-0084 program. Paul Hopper, a highly-experienced life sciences executive, and Leslie Chong, who was formerly Clinical Program Lead for GDC-0084 at Genentech, both shareholders of Glioblast, will become consultants to Novogen and will advise on clinical development.
[ENDS]
| Media and Investor Relations | Investor Relations (US) | |
Glen Zurcher E:glen.zurcher@irdepartment.com.au T: +61 420 249 299 | Robert Kennedy E:robert.kennedy@novogen.com T: +1 212 519 9832 / +1 646 662 3574 |
About the GDC-0084 development candidate
GDC-0084 is a small molecule inhibitor of the PI3K / AKT / mTOR pathway, which is distinguished from other molecules in the class by its ability to penetrate the blood-brain barrier. The molecule was developed by Genentech, who completed a phase I study in recurrent glioblastoma patients, and was licensed to Novogen in October 2016. A phase II clinical trial is slated to begin in 2017.
About Novogen Limited
Novogen Limited (ASX: NRT; NASDAQ: NVGN) is an emerging oncology-focused biotechnology company, based in Sydney, Australia. Novogen has a portfolio of four development candidates, diversified across three distinct technologies, with the potential to yield first-in-class and best-in-class agents across a range of oncology indications.
The lead program is GDC-0084, a small molecule inhibitor of the PI3K / AKT / mTOR pathway, which is being developed to treat glioblastoma multiforme. Licensed from Genentech in late 2016, GDC-0084 is anticipated to enter phase II clinical trials in 2017. Three further molecules have been developed in-house from two proprietary drug discovery platforms (superbenzopyrans and anti-tropomyosins) to treat ovarian cancer and a range of solid tumours. Cantrixil, the most advanced of these, is slated to enter clinical trials in late 2016, while Anisina and Trilexium are in preclinical development.
For more information, please visit:www.novogen.com